Disclaimer: I don't own Buffy the Vampire Slayer, it belongs to that genious guy Joss Whedon and those crazy folks over at Mutant Enemy, etc etc.

Author Note: Okay then, this is an idea I had whilst re-watching Season three, and I've always wanted to write a Buffy/Faith fanfic. It's AU from after Helpless, and will work it's way into Season Four, or at least that's my plan. Depending on the feedback I get on this first chapter, i'll decide wether I want to bother or not. I'll most likely write at least the first few chapters, but it depends on you guys to tell me if you want me to continue or not. Any questions, ask me in a review, and i'll get back to ya. Enjoy!

With a Smile on her Face

The familiar - but at the same time foreign and unwelcome - sounds of battle filled the dark cemetery, breaking into the creepy silence that normally haunted the resting place of the dead. Westfield Cemetery was one of the smallest cemeteries in Sunnydale, its unkempt look and cramped tombstones not doing it any favours. Only the poor and the neglected came to rest here. It also didn't help that it was located right in the middle of the seediest part of town, amidst the prostitution, drug dealing and most of the small towns crime.

Buffy recoiled from her attacker, a particularly ugly and violent vampire, hitting her lower back on one of the tombstones and falling head over heels, landing hard on her back at an odd angle. Pain shot through her and she cried out, tears threatening to spill. The Vampire laughed as he continued to stalk her.

Buffy crawled away from her foe, wondering if it was a bad idea to start patrolling so soon after her recent ordeal on her eighteenth birthday. She was nowhere near as weak as she had been, but it was becoming all too clear to her that she was also nowhere near as strong as she used to, and needed to be, to effectively battle the demon underworld as her calling dictated.

Luckily for her, she wasn't alone. Faith grabbed the vampire stalking Buffy and hauled him away from the currently weaker Slayer. He slammed into one of the tombstones, but managed to keep his feet, unlike Buffy. Faith pulled out her stake and rushed back into battle.

Buffy got to her feet, watching Faith kick the violent vampire all around the small cemetery. In doing so, she completely missed the other vampire sneaking up on her, and it was too late to even think about blocking when he grabbed her by the neck and went to delve into her jugular. Buffy screamed, distracting Faith, who was knocked to the ground by the other vampire, leaving Buffy stuck in her captures strong grip. She flailed around, trying to break free, and in doing so angered her enemy enough for him to toss her to the ground.

She landed face first in a pile of sloppy mud, but quickly rolled over, coughing up the mess that had entered her mouth. Her entire front was covered, but she couldn't muster the effort to care, she just wanted to get away as quick as she could. She scurried backwards and her vampire opponent followed.

Buffy was stopped in her tracks by another tombstone, and this time she had nowhere to go. She stared up in horror, her eyes peering out through her muddy mask, at the looming vampire above her. He grinned.

"I'm going to enjoy this." The vampire boasted, but before he could strike, he was dust.

Faith came into Buffys view, and Buffys heart soared. Faith smiled reassuringly at the injured Slayer, offering her a hand.

"You okay B?"

Buffy took the proffered hand and Faith pulled her to her feet. Buffy kept her eyes cast down, humiliated by her performance and current look. Buffy wasn't soft, but after everything she had been through in the last few days: Giles betrayal, losing her powers, almost dying at the hands of that psychotic vampire, and now being totally humiliated, in front of Faith of all people, she just couldn't hold the tears at bay anymore. Buffy started to sob, tears streaming down her muddy face.

Faith looked uncomfortable as Buffy started crying. She certainly didn't know how to react to a situation like this, so she did the only thing she could think of. She put her arm around Buffy, supporting the injured girls weight, and started towards her motel room.

"Come on B, let's get you cleaned up."

(----)

Faith opened the door to her motel room one handed, the other arm still wrapped around Buffy, and then eased into the dingy room. She kicked the door shut behind her. She let go of Buffy, trusting the blonde could stand by herself, and flipped on the lights, which barely lit the room. When Faith observed Buffy, she found that her sister Slayers tears had stopped falling, but she was shaking with silent sobs. Faith wasn't used to being in situations like this, but she knew that she had to get Buffy out of her clothes and into something warm before she caught a cold.

"Why don't you get out of those wet clothes," she said. "And have a shower or something. I'll find some clean clothes for you to change into, okay B?"

Buffy nodded, her eyes still downcast, and started towards the bathroom, a hand pressed to her injured back. Once again, Faith wasn't used to seeing Buffy acting so meek, and was completely thrown by it. She knew what had happened whilst she was away, how Giles and the Watchers Council had drugged Buffy and locked her in a sealed house with a vamp with as much sanity as Jack Nicholson in the Shinning. Personally, if they had done that to her, she would have kicked all there assess, but Buffy seemed to have lost her confidence and sass. Faith didn't like it, and wanted to help, but she had no idea how.

Faith sighed softly as the door to the bathroom closed, and then went to the small dresser that held her small wardrobe. She didn't have anything that really suited Buffys tastes, but thought that didn't really matter at this point. She riffled through her pants drawer until she found some old sweat pants she hardly ever wore and then moved onto her tops drawer, finding a plain white tank top that would have to do. At the last minute, she remembered Buffy would need some underwear and quickly found the least provocative pair she owned.

Faith sat down on her bed, waiting for Buffy to finish up in the shower, her mind wandering to her desire to help Buffy. It wasn't that she thought they where friends or anything like that. Buffy had never included her in her little Scooby gang, or whatever they called themselves. She didn't hang out with them and they all pretty much ignored her unless they needed her help. Faith didn't mind - she was used to this treatment. Maybe it was the fact that Buffy seemed so defeated, or maybe she could understand, being a Slayer herself. She didn't want to even imagine going back to being a weak pathetic normal human after being the Slayer for so long. The thought actually terrified her, not that she'd ever admit that. Whatever it was, it didn't matter, what mattered was that she did want to help Buffy regain her fire. She just didn't know how to go about this task.

The door to the bathroom opening interrupted Faiths introspection, and she raised her head to take in the towel-clad form of her sister Slayer, hair wet and in tangles from the shower. Buffys eyes where red and puffy from crying. Faith found herself giving the other Slayer a small smile, trying to reassure the other girl that everything would be okay. She pointed at the clothes piled on top of her TV.

"You can put those on." She said.

Buffy nodded and picked up the pile of clothes, looking at the rather skimpy underwear placed on the top of the pile, a small blush appearing on her cheeks. Under any other situation, Faith would have laughed at the overly proper girl, but this time decided to give her a break. Faith stood and turned around, so her back was to Buffy.

"Don't worry, I won't look." Faith promised.

Faith listening to the sound of the towel hitting the floor and Buffys struggle to get in her clothing without further injuring her back. She was tempted to turn around and help, but wasn't sure how Buffy would react to that. Instead she said:

"You okay?"

"Yeah…" Came Buffys whispered reply, a little breathlessly.

"Done?"

Buffy made a small sound of assent and Faith turned around to regard the older girl. The tank top was a little too big for her, but it wasn't overly obvious, and the sweat pants seemed to fit fine. Buffy was standing uncertainly, her eyes downcast again, one arm holding onto the other in some useless but oddly comforting way. Faith felt another smile come to her face and wondered what the hell was going on. Ignoring her obviously malfunctioning face muscles, she stepped towards Buffy and led her towards the bed. She sat Buffy down and grabbed a clean towel.

"Do you want to dry your hair?" Faith asked.

Buffy nodded slowly.

"Okay, I'll call your mum. Tell her your staying here tonight, okay B?"

Buffy nodded again. Faith crossed to the phone and started dialling, whilst Buffy went to drying her hair. Before she could finish dialling, Buffys voice reached her ears:

"Don't tell her I'm hurt, please."

"I got it, no sweat." Faith reassured the blonde and finished dialling. The other line picked up. "Hey Mrs. S. It's Faith. Yeah. Listen, we got kinda wet and muddy tonight, no, it's okay, we're fine. Buffys fine, don't worry. Anyway, she's going to stay over here tonight. It easier, yeah, okay. Thanks Mrs. S. Night."

Faith put the phone down and looked at Buffy again. The blonde Slayer had finished drying her hair and was staring at her bare feet, resting uneasily on the mouldy looking carpet. Faith crossed the room and knelt in front of Buffy.

"You wanna get some sleep B?"

Buffy nodded again. Faith pulled back the covers and Buffy slipped under them gently, so as not to jar her back. Faith tucked her in and moved around to her other side, discarding her leather pants at the other side. She crawled under and joined Buffy in the warm confront the blankets provided. Buffy glanced her way, for the first time meeting her eyes. She smiled.

"Thank you." Buffy whispered before closing her eyes.

"No problem B." Faith replied and closed her eyes as well. For the first time she could remember, Faith went to sleep with a smile on her face.

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